Common use of Rule 144 and Rule 144A Clause in Contracts

Rule 144 and Rule 144A. The Company covenants that it will file the reports required to be filed by reporting Persons under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The Company covenants For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that it they will file the reports required to be filed by reporting Persons them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is that if they cease to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it they will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company Issuers will deliver to such Holder ▇▇▇▇▇▇ a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. The Company covenants For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that it they will file the reports required to be filed by reporting Persons them under the 1933 Act and Section 13(a) or 15(dl5-(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted Issuers cease to be so required to file such reports, the Company covenants Issuers covenant that it they will upon the request of any Holder of Registrable Transfer Restricted Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Transfer Restricted Securities, the Company Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Notes may reasonably requestrequest in writing, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Certificates (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Certificates without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable SecuritiesCertificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities 144A Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities 144A Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Preferred Stock (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bAct,(ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Preferred Stock without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesPreferred Stock, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Notes may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The Company For so long as the Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted Guarantor ceases to be so required to file such reports, the Company Guarantor covenants that it will upon the request of any Holder of Registrable Securities Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer agrees to comply with the information obligations to the extent that it is required by applicable law or regulations .

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Notes may reasonably request, request and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company covenants that it will is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company shall file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will shall upon the request of any Holder of Registrable Securities Certificates (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Certificates may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Certificates without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable SecuritiesCertificates, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (aA) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bB) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (cC) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not and that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Notes may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions 22 24 provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further farther action as any Holder of Registrable Securities Notes may reasonably request, and (ciii) take such further farther action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunderAct, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the written request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Securities Notes may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has or not they have complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The Company covenants For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act and any Registrable Notes remain outstanding, the Issuers covenant that it they will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is that if they cease to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it they will upon the request of any Holder of Registrable Securities Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Securities Notes may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company Issuers will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The Company For so long as the Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuer covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Notes may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The Company covenants For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that it they will file the reports required to be filed by reporting Persons them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted Issuers cease to be so required to file such reports, the Company covenants Issuers covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bAct,(ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company agrees to comply with the information obligations to the extent that it is required by applicable law or regulations.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Notes may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The Company covenants that it will If the Issuers cease to be required to file the reports required to be filed by reporting Persons them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted to file such reports, the Company covenants Issuers covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable Securities, the Company Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under the 1934 Act.

Rule 144 and Rule 144A. The For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will shall file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not and that if it is ceases to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it will shall upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable SecuritiesNotes, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. The For so long as the the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestto the extent required by the securities laws, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. The Company covenants For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that it they will file the reports required to be filed by reporting Persons them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is that if they cease to be so required to so report. If the Company is not permitted to file such reports, the Company covenants that it they will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. The Company For so long as the Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuer covenants that it will file the reports required to be filed by reporting Persons it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not it is required to so report. If the Company is not permitted Issuer ceases to be so required to file such reports, the Company Issuer covenants that it will upon the request of any Holder of Registrable Securities Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.such